Our primary objective is to understand the mental health hazards associated with upward mobility for Black and white women. To do so, we will examine the lives of Black and white women currently employed in professional, managerial, or administrative positions, comparing those who were raised in working class families with those who were raised in middle class families. We posit that race and class of origin are crucial dimensions which influence the history of their advancement to professional managerial positions, their support networks and resources, and consequently their prospects for mental health. Using a research sample of 200 women (100 Black and 100 white) this project will focus on the mental health consequences of three major independent variables: race, class or origin, and marital status (married or unmarried). We will identify the degree to which educational and work institutions support or impede women's attainment; and the types and sources of social support they employ to overcome obstacles. Finally we will detail the impact of these factors on depression and general well-being. The respondents will be interviewed in person using a focused life history questionnaire which will include questions on socio-demographic background, experiences in educational and employment settings, details on type and sources of support, and mental health measures. The data collected from the interviews will be analyzed using quantitative and qualitative methods to produce a model of professional managerial women's mental health, highlighting differences in experiences across class and racial lines.